WebMD to Expand its Board of Directors

NEW YORK, June 8, 2012 /PRNewswire/ -- WebMD Health Corp. (NASDAQ: WBMD) today announced that it will appoint David Schechter, a nominee of Carl C. Icahn and certain of his affiliated entities ("Icahn Group"), to its Board of Directors. Mr. Schechter, a Portfolio Manager for Icahn Capital which is WebMD's largest shareholder, will join the Company's Board of Directors immediately following the Company's annual meeting on July 24, 2012.

"We welcome David Schechter to the Company's Board of Directors and look forward to working with him," said Martin J. Wygod, Chairman of WebMD. "We are committed to building upon our leadership position and making the investments and improvements necessary to foster long term growth and we believe we have the resources and leadership in place to achieve this goal."

"We believe that WebMD is undervalued from a long term perspective," said Mr. Icahn. "As a member of the Board, David will work with the other directors and management to enhance the value of the Company for all shareholders."

"WebMD is clearly a leader in the digital health information services market with unparalleled reach to both consumers and healthcare professionals," said Mr. Schechter. "I look forward to working with the other directors."

Mr. Schechter currently serves as a Portfolio Manager of the Sargon Portfolio for Icahn Capital, and has held various positions with entities affiliated with Mr. Icahn since 2004. Prior to joining Icahn in 2004, he served as Vice President of Global Special Situations at Citigroup. Mr. Schechter is currently on the board of directors of The Hain Celestial Group, Inc., a natural and organic food and personal care products company, Mentor Graphics Corp., a leader in electronic design automation software, and Federal-Mogul Corporation, an automotive and industrial equipment supplier. Mr. Schechter is a graduate of the Wharton School at the University of Pennsylvania.

The Icahn Group beneficially owns 6,700,525 shares of WebMD common stock, which represents approximately 13.23% of WebMD's outstanding shares. The Icahn Group will vote its shares in support of all of the Board's director nominees at the Company's 2012 Annual Meeting of Stockholders.

WebMD will expand the membership of the Company's Board of Directors from 11 to 12, and Mr. Schechter will be added as an additional Class II director. Class II directors' terms expire at the Company's 2013 Annual Meeting of Stockholders.

All statements contained in this press release, other than statements of historical fact, are forward-looking statements. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements, including risks and uncertainties regarding: competition for advertisers and sponsors for our public portals and mobile platforms; changes in financial markets; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet and information technology industries. Further information about these matters can be found in our Securities and Exchange Commission filings. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.